exhibit101.htm


    Exhibit 10.1


    Fiscal
Year 2009 Annual Incentive Plan Summary

    (September
1, 2008 through August 31, 2009 Performance Period)

    


    
      	
               
      

            	
              General:

            


    

    


    
      	
              ·  

            	
              The
      Fiscal Year 2009 Annual Incentive Plan (“Plan”) will cover the performance
      period September 1, 2008 through August 31, 2009 (“Performance
      Period”)

            


    

    


    
      	
              Ø  

            	
              Any
      payout, as determined by the Board People and Compensation Committee
      (“Committee”), is made in November
2009

            


    

    


    
      	
              ·  

            	
              Eligibility
      includes all regular employees of Monsanto Company, Seminis Vegetable
      Seeds Inc., and American Seeds Inc. who do not participate in a local
      sales or manufacturing annual incentive plan.  The Plan also
      excludes from eligibility all employees employed in the U.S. who are
      members of a collective bargaining unit with whom incentive compensation
      was the subject of good faith
bargaining

            


    

    


    
      	
              Ø  

            	
              Funding
      of the Plan is determined by the Company’s attainment of certain financial
      goals and the Committee’s determination that such attainment satisfies
      certain subjective performance criteria as determined by the
      Committee.  In addition, regardless of the attainment of any one
      or more of the Plan’s financial goals, the Committee, in its sole
      discretion, shall determine whether the incentive pool should be funded
      and the amount of such funding, if
any

            


    

     

    
      	
              Ø  

            	
              A
      Target Annual Incentive Opportunity, expressed as a percentage of base
      pay, is established for each participant with respect to the Performance
      Period

            


    

     

    
      


      
        	
                Performance
      Level

              	
                Potential
      Payout as a Percent of Target Annual Incentive
  Opportunity

              
	
                Threshold

              	
                35%

              
	
                Target
      (Budget)

              	
                100%

              
	
                Outstanding

              	
                200%

              


      

      
 

    

    Financial
Goals:

    


    
      	
              ·  

            	
              The
      Committee approves Threshold, Budget and Outstanding levels of performance
      for the Performance Period relating
to:

            


    

    


    
      	
               

            	
              Sales

            	
              10%
      weighting

            
	
               

            	
              Diluted
      Earnings Per Share

            	
              50%
      weighting

            
	
               

            	
              Cash
      Flow

            	
              40%
      weighting

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	
              ·  

            	
              Sales,
      Diluted Earnings Per Share and Cash Flow are determined in accordance with
      the “Definition of Performance
Metrics”

            


    

    


    
      	
              ·  

            	
              Following
      the end of the Performance Period, the Committee evaluates Company
      performance for the Performance Period relative to the financial
      goals

            


    

    


    
      	
              Ø  

            	
              The
      Committee may consider subjective criteria in determining whether or not
      any financial goal has been attained and the amount of incentive pool
      funding with respect to any financial
goal

            


    

    


    Process: Funding of
Incentive Pool and Payout of Awards:

    


    
      	
              ·  

            	
              A
      Target incentive award pool is calculated, equal to the sum of base
      salaries of all Plan participants at the end of the Performance Year
      multiplied by their respective Target Annual Incentive
      Opportunities

            


    

    


    
      	
              ·  

            	
              After
      the end of the Performance Period, the Committee determines the actual
      funding of the incentive pool for the Plan based upon the Company’s
      performance for the Performance Period, measured against the Plan’s
      financial goals and other subjective performance
  factors

            


    

    


    
      	
              Ø  

            	
              The
      Committee may, in its judgment, consider subjective factors in determining
      to what extent, if any, the incentive pool will be
  funded

            


    

    


    
      	
              ·  

            	
              The
      amount of money available for awards (i.e. the funding of the incentive
      pool) is determined by multiplying the value of the Target incentive award
      pool by the percentage of overall Company performance achieved, as
      determined by the Committee

            


    

    


    
      	
              Ø  

            	
              Special
      considerations regarding attainment of financial goals and funding of
      incentive pool:

            


    

    


    
      	
              o  

            	
              The
      incentive pool will be funded at no less than 20% of Budget level funding
      in the event Monsanto pays dividends with respect to each of its financial
      quarters ending during the Performance
Year

            


    

    


    
      	
              o  

            	
              In
      the event Monsanto does pay dividends with respect to each of the
      Company’s fiscal quarters ending during the Performance Period, but the
      Company does not attain the Threshold level of performance with respect to
      the Diluted Earnings Per Share financial goal (considering the financial
      goal metrics for Diluted Earnings Per Share and other subjective
      performance factors), the incentive pool may not fund at greater than 20%
      of Budget level funding

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	
              o  

            	
              One
      or more of the financial goals may be funded at above Outstanding level
      funding if the Committee determines that Company performance with respect
      to the goal warrants such funding; provided, however, the overall
      incentive pool would be capped at 200% of budget level funding unless the
      Committee determines in its discretion to fund above
  200%

            


    

    


    
      	
              ·  

            	
              Individual
      awards are determined based on team and individual
    performance

            


    

    


    
      	
              Ø  

            	
              People
      managers: 50% of award based on development of people, team and personal
      development (including diversity); 50% based on business
      results

            


    

    


    
      	
              Ø  

            	
              Non-managers:
      75% of award based on business results; 25% on personal
      development

            


    

    


    
      	
              ·  

            	
              A
      participant’s award may be greater than 200% of his or her Target Annual
      incentive Opportunity

            


    

     

    
      
      

      
        	
                ·  

              	
                The
      payment and amount of any award are subject to the sole discretion of the
      Committee or its delegate

              


      

    

     

    
      	
               
      

            	
              Events Affecting
      Payout of Individual Performance Year
  Incentives:

            


    

    


    
      	
              ·  

            	
              If
      an employee commences employment during the Performance Period, he/she is
      eligible for an award reflecting actual months of participation to the
      nearest whole month

            


    

    


    
      	
              ·  

            	
              If
      a participant’s Target Annual Incentive Opportunity changes during the
      Performance Period, he/she is eligible for an award reflecting the Target
      Annual Incentive Opportunity on the last day of the Performance
      Period

            


    

    


    
      	
              ·  

            	
              If
      a participant’s pay changes during the Performance Period, any incentive
      award received is based on base pay on the last day of the Performance
      Period

            


    

    


    
      	
              ·  

            	
              If
      a participant transfers within the Company, his/her award will come from
      the unit in which he/she is working on the last day of the Performance
      Period, but performance for the entire Performance Period will be
      considered

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	
              ·  

            	
              A
      participant who:

            


    

    


    
      	
              Ø  

            	
              voluntarily
      resigns other than on account of retirement on or after attaining age 55
      and five years of service may be considered for an award only if the
      resignation occurs after the end of the Performance
  Period

            


    

     

    
      	
              Ø  

            	
              involuntarily
      separates without cause or for poor performance, is eligible for an award
      reflecting participation to the nearest whole month if he/she has already
      worked at least three months in the Performance
  Period

            


    

     

    
      	
              Ø  

            	
              retires,
      dies, or becomes permanently disabled, is eligible for an award reflecting
      actual participation to the nearest whole month provided that he/she
      worked at least three months during the Performance
      Period.  Retirement is defined as a voluntary termination on or
      after attaining age 55 and five years of
service

            


    

     

    
      	
              Ø  

            	
              incurs
      a termination of employment for cause, forfeits all rights to any
      award.  A “termination of employment for cause” is defined as an
      Involuntary Termination of Service of the Participant or other individual
      on account of the Participant’s or other individual’s engaging in (i) any
      willful or intentional neglect in performing his duties, including, but
      not limited to, fraud, misappropriation or embezzlement involving property
      of the Company or an Affiliate, or (ii) any other intentional wrongful act
      that may impair the goodwill or business of the Company or an Affiliate,
      or that may cause damage to any of their
  businesses

            


    

    


    
      	
              ·  

            	
              Continued
      eligibility for employees employed in the U.S. who become represented by a
      collective bargaining unit during the Performance Period will be
      determined by good faith bargaining

            


    

    


    
      	
              ·  

            	
              Any
      award would be paid in November
2009